UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~November 25, 2025

Lyft, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38846

20-8809830

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

185 Berry Street, Suite 400

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(844) 250-2773

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of each exchange
on which registered

Class A Common Stock, par value of $0.00001 per share

LYFT

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~ Condition

~~Purchase~~On ~~Agreement~~November 5, 2025, Lyft, Inc. (the “Company” or “Lyft”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

On September 2, 2025, Lyft, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC as representative of the several initial purchasers (the “Initial Purchasers”), to issue and sell $450Item ~~million aggregate principal amount of its 0% Convertible Senior Notes due 2030 (the “Base Notes”)~~7.01 Regulation InFD addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $50 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Base Notes, the “Notes”). On September 3, 2025, the Initial Purchasers exercised their option to purchase the Additional Notes in full. Disclosure

~~The~~On ~~Company~~November 5, ~~offered~~2025, ~~and~~Lyft ~~sold~~posted ~~the~~supplemental ~~Notes~~investor tomaterials, ~~the~~including ~~Initial~~prepared ~~Purchasers~~remarks inand ~~reliance on the exemption from registration provided by Section 4(~~a~~)(2)~~ ofslide ~~the Securities Act of 1933~~presentation, ason ~~amended~~its ~~(the~~investor.lyft.com ~~“Securities~~website. ~~Act”),~~Lyft ~~and~~announces ~~for~~material ~~resale~~information byto the ~~Initial~~public ~~Purchasers~~about toLyft, ~~persons~~its ~~reasonably~~products ~~believed~~and toservices beand ~~qualified~~other ~~institutional~~matters ~~buyers~~through ~~pursuant~~a tovariety ~~the~~of ~~exemption~~means, ~~from~~including ~~registration~~filings ~~provided~~with ~~by Rule 144A under~~ the Securities ~~Act.~~and ~~The~~Exchange ~~Company~~Commission, ~~relied~~press onreleases, ~~these~~public ~~exemptions~~conference ~~from~~calls, ~~registration~~webcasts, ~~based~~the ininvestor ~~part~~relations onsection ~~representations~~of ~~made~~its bywebsite ~~the~~(investor.lyft.com), ~~Initial~~its ~~Purchasers~~X inaccounts ~~the~~(@lyft ~~Purchase~~and ~~Agreement.~~@davidrisher), ~~The~~its ~~shares~~Chief ofExecutive ~~the Company~~Officer’s ~~Class~~LinkedIn Aaccount ~~common stock~~(linkedin.com/in/jdavidrisher/), ~~par~~and ~~value~~its ~~$0.00001~~blogs ~~per share~~ (~~the~~including: ~~“Class~~lyft.com/blog, Alyft.com/hub, ~~Common~~and ~~Stock”~~eng.lyft.com), ~~issuable~~in ~~upon~~order ~~conversion~~to ofachieve ~~the Notes~~broad, ifnon-exclusionary ~~any,~~distribution ~~have~~of ~~not~~information ~~been~~to ~~registered under~~ the ~~Securities~~public ~~Act~~ and ~~may~~for ~~not~~complying bewith ~~offered~~its ordisclosure ~~sold~~obligations inunder ~~the~~Regulation ~~United States absent registration or an applicable exemption from registration requirements~~FD.

ToThe ~~the~~information ~~extent~~in ~~that~~Items ~~any~~2.02 ~~shares~~and 7.01 of ~~Class~~this Acurrent ~~Common~~report ~~Stock~~on ~~are~~Form ~~issued~~8-K ~~upon~~and ~~conversion of~~ the ~~Notes,~~Exhibit ~~they~~99.1 ~~will~~attached behereto ~~issued~~shall innot ~~transactions~~be ~~anticipated~~deemed to“filed” befor ~~exempt~~purposes ~~from~~of ~~registration~~Section ~~under~~18 of the Securities Exchange Act byof ~~virtue~~1934, ofas ~~Section~~amended 3(athe “Exchange Act”)~~(9)~~ ~~thereof~~or ~~because~~otherwise nosubject ~~commission~~to orthe ~~other~~liabilities ~~remuneration~~of isthat ~~expected~~section, tonor shall it be ~~paid~~deemed incorporated by reference in ~~connection~~any ~~with~~filing ~~conversion~~under the Securities Act of ~~the~~1933, ~~Notes~~as ~~and~~amended, ~~any~~or ~~resulting~~the ~~issuance~~Exchange ofAct, ~~shares~~regardless of ~~Class~~any Ageneral ~~Common~~incorporation ~~Stock.~~language in such filing.

The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Convertible Notes and the Indenture

The Company issued the Notes pursuant to an Indenture, dated September 5, 2025 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are senior unsecured obligations of the Company. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.

The Notes will mature on September 15, 2030, unless earlier redeemed, repurchased or converted. The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations and failure to timely remove the restrictive legend from the Notes. The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding June 15, 2030, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A Common Stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after June 15, 2030, until the close of business on the second scheduled trading day immediately preceding the

maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company will satisfy its conversion obligation by paying cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted, in the manner and subject to the terms and conditions provided in the Indenture. The conversion rate for the Notes will initially be 42.5170 shares of Class A Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $23.52 per share of Class A Common Stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

The Company may not redeem the Notes prior to September 20, 2028. The Company may redeem for cash all or any portion of the Notes, at its option, on or after September 20, 2028, if the last reported sale price of Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period, ending on and including the trading day preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.

A copy of the Indenture (including the form of the Note) is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

The net proceeds from this offering were approximately $487.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The Company used (1) approximately $42.0 million of the net proceeds of the offering to pay the cost of the capped call transactions described below, and (2) approximately $95.7 million of the net proceeds of the offering to purchase approximately 5.7 million shares of its Class A Common Stock in privately negotiated transactions entered into concurrently with the pricing of the offering effected through one of the Initial Purchasers of the Notes or its affiliate, acting as the Company’s agent. The Company intends to use the remainder of the net proceeds from the offering for potential future repurchases of its Class A Common Stock pursuant to its existing repurchase plan and/or for general corporate purposes, working capital, capital expenditures, and potential acquisitions and strategic transactions.

Capped Call Transactions

On September 2, 2025 in connection with the pricing of the Notes, and on September 3, 2025 in connection with the Initial Purchasers’ exercise of the option to purchase Additional Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Option Counterparties”). The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Class A Common Stock underlying the Notes sold in the offering. The Capped Call Transactions are generally expected to reduce potential dilution to the Class A Common Stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions will initially be $33.60 per share and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

The foregoing description of the Capped Call Transactions is qualified in its entirety by reference to the form of capped call transaction confirmation relating to the Capped Call Transactions attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events

On September 2, 2025, the Company issued a press release announcing that it had launched the offering of the Notes. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On September 2, 2025, the Company issued a press release announcing that it had priced the offering of the Notes. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the effects of the Capped Call Transactions and expected use of the net proceeds from the offering of the Notes. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected on its business, operations and the trading price of the Notes and the Company’s Class A Common Stock. The forward-looking statements contained in this Current Report on Form 8-K are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 14, 2025, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 that was filed with the SEC on May 9, 2025, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 that was filed with the SEC on August 7, 2025. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Exhibit Description
ExhibitNo.						Exhibit Description
4.1						Indenture, dated as of September 5, 2025, by and between Lyft, Inc. and U.S. Bank Trust Company, National Association, as trustee
99.1						Press Release, dated November 5, 2025
4.2						Form of 0% Convertible Senior Notes due 2030 (included in Exhibit 4.1)
104						Cover Page Interactive Data File (formatted as Inline XBRL)
10.1						Purchase Agreement, dated as of September 2, 2025, by and between Lyft, Inc., Goldman Sachs & Co. LLC
10.2						Form of Capped Call Transaction Confirmation
99.1						Press release, dated September 2, 2025
99.2						Press release, dated September 2, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LYFT, INC.
Date:	~~September~~November 5, 2025	/s/ Erin Brewer
		Erin Brewer
		Chief Financial Officer

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